Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. (a) If this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (a) If this Agreement is terminated validly terminated: (xi) (A) by Parent or the Company pursuant to Section 7.3(a7.1(b) (End Date), (B) a Parent Takeover Proposal shall have been publicly announced or publicly disclosed or made to the Parent Board of Directors after the date of this Agreement and not withdrawn at least three (3) Business Days prior to termination, and (C) (1) the Company Stockholder Approval shall have been obtained, (2) the Parent Stockholder Approval shall not have been obtained and (3) all other conditions set forth in Section 6.1 and Section 6.2 were satisfied or capable of being satisfied at the time of such termination; (ii) (A) by Parent or the Company pursuant to Section 7.1(d)(ii) (Parent Change in RecommendationStockholder Approval Not Obtained) and (B) a Parent Takeover Proposal shall have been publicly announced or publicly disclosed after the date of this Agreement and not withdrawn at least three (y3) Business Days prior to the date of the Parent Stockholder Meeting; or (iii) (A) by Parent Company pursuant to Section 7.4(c7.1(e) (Parent Superior ProposalTerminable Breach) and (B) a Parent Takeover Proposal shall have been publicly announced or publicly disclosed or made to the Parent Board of Directors after the date of this Agreement and not withdrawn at least three (3) Business Days prior to the date of the breach giving rise to such right of termination; and in the case of each of the foregoing clauses (i) through (iii), then at any time on or prior to the twelve (12)-month anniversary of the date of such termination, Parent shallor any of its Subsidiaries enters into a definitive agreement with respect to, or consummates, a transaction included within the definition of a Parent Takeover Proposal with any person (a “Parent Takeover Transaction”), Parent shall pay or cause to be paid to the Company (or the Company’s designee) the Parent Termination Fee, by wire transfer (to an account designated by the Company) in immediately available funds, concurrently with the consummation of any such Parent Takeover Transaction (whether or not within such twelve (12) month period); provided, that for the purposes of this Section 7.4(a) only, all references in the definition of Parent Takeover Proposal to “fifteen percent (15%)” shall be deemed to be references to “fifty percent (50%).” (b) If (i) the Company terminates this Agreement pursuant to Section 7.1(h)(ii) (Parent Adverse Recommendation Change), (ii) Parent or the Company terminates this Agreement pursuant to Section 7.1(d)(i) (Company Stockholder Approval Not Obtained) following any time when the Company is entitled to terminate this Agreement pursuant to Section 7.1(h)(ii) (Parent Adverse Recommendation Change), or (iii) the Company terminates this Agreement pursuant to Section 7.1(j), Parent shall pay or cause to be paid to the Company (or the Company’s designee) the Parent Termination Fee, by wire transfer (to an account designated by the Company) in immediately available funds, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasiontermination. (c) If (i) Parent terminates this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c7.1(g)(ii) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent ProxiesSuperior Proposal), then Parent shall pay or cause to be paid to the Company (or the Company’s designee) the Parent Termination Fee, by wire transfer of (to an account designated by the Company) in immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following prior to or substantially concurrently with such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If the Company terminates this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c7.1(i) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders MeetingExisting Debt Modification Failure or Insufficient Funds), then Parent shall pay all of or cause to be paid to the reasonable and documented out-of-pocket expenses incurred Company (or the Company’s designee) the Parent Additional Termination Fee, by wire transfer (to an account designated by the Company Company) in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any eventimmediately available funds, within two three (23) Business Days following after notice of such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. Parent shall pay to the Company the Parent Termination Fee if this Agreement is terminated as follows: (ai) If if this Agreement is terminated (xA) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation8.1(c)(ii) or (yB) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a8.1(b)(iv) at a time when the Company could have terminated this Agreement pursuant to Section 8.1(c)(ii) unless at the time of such termination pursuant to Section 8.1(b)(iv) the Company shall have been in Willful Breach of this Agreement, then Parent shall pay the entire Parent Termination Fee by the fifth (5th) Business Day following such termination; (ii) if this Agreement is terminated by Parent pursuant to Section 8.1(d)(iii), then Parent shall pay to the Company the entire Parent Termination DateFee upon such termination; or (iii) if (A) this Agreement is terminated (1) pursuant to Section 8.1(c)(i) if the breach giving rise to such termination was a Willful Breach, (2) pursuant to Section 8.1(b)(iv) or (3) pursuant to Section 7.2(c) (Parent Stockholder Approval8.1(b)(i), (iiB) prior to such termination referred to (x) in the case of clause (i1) of this sentence, but after the date of this Agreementabove, a bona fide Parent Acquisition Proposal shall have been publicly made announced or otherwise communicated to a member of senior management or the Board of Directors of Parent (or its any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement and prior to the date of the breach giving rise to such termination, (y) in the case of clause (2) above, a bona fide Parent Acquisition Proposal shall have been publicly announced (or any Person shall have publicly announced or communicated a bona fide intention, whether or not conditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement and prior to the taking of the vote of the stockholders and of Parent at the Parent Stockholders’ Meeting or (z) in the case of clause (3) above, a bona fide Parent Acquisition Proposal shall have been publicly announced or otherwise communicated to a member of senior management or the Board of Directors of Parent (or any Person shall have publicly announced or communicated a bona fide intention, whether or not publicly withdrawnconditional, to make a Parent Acquisition Proposal) at any time after the date of this Agreement, and (iiiC) within nine twelve (912) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b)such termination, Parent consummates enters into a definitive agreement to consummate, or consummates, any Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummatedTransaction, then Parent the Company shall pay to the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or by the Company Expenses on more than one occasion. second (c2nd) If (i) this Agreement is terminated by Parent or Business Day following the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any earlier of the shares of date Parent Class B Common Stock subject enters into a definitive agreement to the consummate or consummates such Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasionAcquisition Transaction. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (a) If this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay to the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasionin immediately available funds by wire transfer. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval) or by the Company pursuant to Section 7.3(b) (Parent Breach), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have has been publicly made or publicly disclosed to Parent or its stockholders and not publicly withdrawn, ; and (iii) within nine (9) 12 months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b)such termination, Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Fee to the Company Expenses previously paid by Parent, concurrently with such consummationconsummation in immediately available funds by wire transfer; provided that provided, that, solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d5.3(d), except that the references to “twenty (2015%) or more” shall be deemed to be references to “eighty percent (8050%) or more”. .” In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (ai) If either Parent or the Company terminates this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation8.1(h) or (y) by Parent the Company terminates this Agreement pursuant to Section 7.4(c8.1(b) due to a breach by Parent, within three (3) business days after such termination Parent Superior Proposalshall pay or cause to be paid to the Company any and all out-of-pocket fees and expenses (including fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other Representatives) actually incurred by or on behalf of the Company in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the Transactions (the “Company Expenses”), then in an aggregate amount not to exceed $45,000,000 in cash; provided that the payment by Parent shallof the Company Expenses pursuant to this Section 8.2(c)(i) shall not relieve Parent of any subsequent obligation to pay the Parent Termination Fee pursuant to Section 8.2(c) except to the extent indicated in such section, and (ii) shall not relieve Parent from any liability for damages resulting from a Willful Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or fraud. To the extent a Parent Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(c)(i) shall be credited against such obligation of Parent to pay the Parent Termination Fee. (ii) If (A) the Company or Parent terminates this Agreement pursuant to Section 8.1(c) or Section 8.1(h) or the Company terminates this Agreement pursuant to Section 8.1(b) due to a breach by Parent (provided that such breach occurred following a Parent Competing Proposal received after the date hereof), (B) after the date hereof a Parent Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Parent Special Meeting, and (C)(1) any Parent Competing Proposal is consummated within two twelve (12) months of such termination or (2) Business Days after Parent enters into a definitive agreement providing for a Parent Competing Proposal within twelve (12) months of such termination in and such Parent Competing Proposal is consummated, within one (1) business day after the case of clause (x) date any such Parent Competing Proposal is consummated, Parent shall pay or concurrently with such termination in the case of clause (y), pay cause to be paid to the Company a fee equal to of $120,000,000 255,000,000 in cash (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely Solely for purposes of this Section 7.6(b8.2(c)(ii), the term “Parent Acquisition Competing Proposal” shall have the meaning assigned to such term in Section 5.2(d)9.5, except that the all references to “twenty (20%) or more” therein shall be deemed to be references to “eighty percent 50%”. (80%iii) If Parent terminates this Agreement pursuant to Section 8.1(j), concurrently with, and as a condition to, such termination, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (iv) If the Company terminates this Agreement pursuant to Section 8.1(e), within three (3) business days after such termination, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (v) In the event any amount is payable pursuant to the preceding clauses (i), (ii), (iii) or more”(iv), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company. In For the avoidance of doubt, in no event shall Parent be required obligated to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. If: (ai) If (A)(x) this Agreement is terminated (x) by the Company pursuant to Section 7.3(a), and after the date hereof and prior to the breach giving rise to such right of termination, a Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise communicated to the Parent Board or any Person shall have publicly announced or otherwise communicated to the Parent Board an intention (whether or not conditional) to make such a Parent Acquisition Proposal (and such Parent Change in Recommendation) Acquisition Proposal has not been withdrawn prior to such breach), or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (7.2(c)(ii), and prior to the Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this AgreementMeeting, a bona fide Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise publicly communicated to Parent’s stockholders, or any Person shall have been publicly made announced an intention (whether or not conditional) to make such a Parent or its stockholders and not publicly withdrawnAcquisition Proposal, and (iiiB) within nine (9) 12 months after the date of such termination, a termination transaction in either respect of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal is consummated or Parent enters into an a definitive agreement contemplating in respect of a Parent Acquisition Proposal which that is subsequently later consummated; provided that, then for all purposes of this Section 7.5(c)(i), all percentages included in the definition of “Parent Acquisition Proposal” increased to 50%; (ii) this Agreement is terminated by the Company pursuant to Section 7.3(c); or (iii) this Agreement is terminated by Parent pursuant to Section 7.4(b); then, in any such event, Parent shall pay to the Company the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided it being understood that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any . Payment of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent Termination Fee shall pay to the Company, be made by wire transfer of immediately available fundssame day funds to the account or accounts designated by the Company (A) at the time of consummation of any transaction contemplated by a Parent Acquisition Proposal, in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(i), (B) as promptly as reasonably practicable after termination (and, in any event, within two business days thereof), in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(ii), and (2C) Business Days following such at the time of termination, in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(iii). In no Other than with respect to fraud or Willful Breach, in the event shall Parent be required to pay that the Parent Termination Fee or becomes payable, then payment to the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at Termination Fee shall be the Parent Stockholders MeetingCompany’s sole and exclusive remedy as liquidated damages for any and all losses or damages of any nature against Parent, then Parent shall pay all its Subsidiaries and each of their respective former, current and future directors, officers, employees, agents, general and limited partners, managers, members, stockholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the reasonable and documented out-of-pocket expenses incurred by foregoing (collectively, the Company “Parent Parties”) in respect of this Agreement, any agreement executed in connection with this Agreement herewith, and the transactions contemplated by hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, in an amount not the failure of the Mergers to exceed $5,000,000 be consummated or for a breach or failure to perform hereunder (the “Company Expenses”whether intentionally, unintentionally or otherwise) as promptly as practicable (andor otherwise, in any event, within two (2) Business Days following and upon payment of such termination). In no event shall Parent be required to pay the Parent Termination Fee Fee, no Parent Party shall have any further liability or obligation relating to or arising out of this Agreement or the Company Expenses on more than one occasiontransactions contemplated hereby and thereby.

Parent Termination Fee. (a) If this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 100,000,000 plus the Company Expenses (the “Parent Termination Fee”)) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal (other than a Permitted Parent Acquisition Proposal) shall have been publicly made to Parent or any of its Subsidiaries or shall have been made directly to Parent’s stockholders or otherwise communicated to the Parent Board and Parent’s stockholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Parent Acquisition Proposal (other than a Permitted Parent Acquisition Proposal)) and, in each case, not withdrawn, and (iii) within nine twelve (912) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty fifty percent (8050%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies), then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required a fee equal to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 10,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (a) If In the event this Agreement is terminated (xi) by the Company WPZ pursuant to Section 7.3(a) (Parent Change in RecommendationAdverse Recommendation Change) or (yii) by WPZ or Parent pursuant to Section 7.4(c7.2(c) (Parent Superior ProposalStockholder Approval), and in the case of each of clause (i) and (ii) where prior to such termination a Parent Adverse Recommendation Change has occurred, then Parent shallshall pay to WPZ, after the date of termination, the Parent Termination Fee, which payment, subject to Section 7.6(d), shall be paid in four equal quarterly installments, with each such installment to be paid within two (2) Business Days after such following the first four dates that a regular quarterly distribution is paid to holders of WPZ Units following termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasionthis Agreement. (b) If In the event that (i) a Parent Acquisition Proposal has been publicly proposed or publicly disclosed by any Person or such a Parent Acquisition Proposal has otherwise become publicly known to Parent’s stockholders generally and in any event such proposal is not subsequently irrevocably withdrawn at least seven days prior to the earlier of the Parent Stockholder Meeting or the termination of this Agreement, (ii) thereafter this Agreement is terminated by either Parent or the Company WPZ pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) 12 months after the date of a termination in either of the cases referred to in clause (i) of this Agreement, Parent or any of its Subsidiaries enters into any definitive agreement with respect to, or consummates, such Parent Acquisition Proposal, then, subject to Section 7.6(b7.6(d), Parent consummates shall pay to WPZ, upon the first to occur of such entering into a definitive agreement or consummation of such Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummatedProposal, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (2025%) or more” shall be deemed to be references to “eighty percent 50%” in the definition of Parent Acquisition Proposal. (80%c) If this Agreement is validly terminated by WPZ pursuant to the provisions of Section 7.3(b) (Parent Uncured Breach), then Parent shall pay to WPZ by wire transfer of immediately available funds to an account designated by WPZ an amount equal to the WPZ Expenses, and such payment shall be made within five (5) Business Days after such termination. (d) The “Parent Termination Fee” shall be an amount of cash equal to the lesser of (i) $410 million (the “Parent Base Amount”) and (ii) the maximum aggregate amount, if any, that can be paid to WPZ without causing WPZ to fail the gross income requirement in Section 7704(c)(2) of the Code for any WPZ taxable year within the Measurement Period (as defined below), treating the Parent Termination Fee and the WPZ Expenses as non-qualifying income and after taking into consideration all other sources of non-qualifying income (such maximum amount, the “Non-Qualifying Income Cushion”), for the applicable year, as determined by WPZ’s independent accountants. Notwithstanding the foregoing, in the event WPZ receives an opinion from outside counsel or a ruling from the IRS (“Tax Guidance”) providing that WPZ’s receipt of the Parent Base Amount would either constitute qualifying income (as defined in Section 7704(d) of the Code) or morebe excluded from gross income for purposes of Section 7704 of the Code, the Parent Termination Fee shall be an amount equal to the Parent Base Amount and Parent shall, upon receiving notice that WPZ has received the Tax Guidance, pay to WPZ any unpaid portion of the Parent Base Amount within five (5) Business Days. In the event that WPZ is not able to initially receive a Parent Termination Fee equal to the full Parent Base Amount due to the above limitations, Parent shall place an amount in cash equal to the unpaid portion of the Parent Base Amount in escrow by wire transfer within three (3) Business Days of such determination and shall not release any portion thereof to WPZ unless and until WPZ receives either: (x) a letter from an independent nationally recognized accounting firm indicating the amount of the Non-Qualifying Income Cushion determined for any subsequent WPZ taxable year (in which case Parent shall pay to WPZ the lesser of the unpaid portion of the Parent Base Amount or the amount of the Non-Qualifying Income Cushion determined for such subsequent WPZ taxable year within five (5) Business Days after Parent has been notified thereof) or (y) Tax Guidance providing that WPZ’s receipt of such portion would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code (in which case Parent shall pay to WPZ any unpaid portion of the Parent Base Amount within five (5) Business Days after Parent has been notified thereof). Parent agrees to cooperate with WPZ to maximize the portion of the Parent Base Amount that may be paid as the Parent Termination Fee without causing WPZ to fail to meet the requirements of Section 7704(c)(2) of the Code, including using its commercially reasonable efforts to assist WPZ in obtaining a favorable ruling or legal opinion from outside counsel, in each case, as described in this Section 7.6(d). The obligation of Parent to pay any unpaid portion of the Parent Base Amount shall terminate at the close of the period ending December 31 following the date that is five (5) years from the date of this Agreement (the “Measurement Period”). Any amounts remaining in escrow after the obligation of Parent to pay the Parent Base Amount terminates shall be retained by Parent. (e) The parties acknowledge that the provisions of this Section 7.6 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the parties would enter into this Agreement. The parties agree that upon termination of this Agreement under circumstances in which the Parent Termination Fee is payable, receipt of the Parent Termination Fee shall be WPZ’s sole and exclusive remedy under this Agreement, and upon such termination, Parent shall have no further liability to WPZ or the WPZ General Partner of any kind in respect of this Agreement and the transactions contemplated by this Agreement other than its obligation to pay the Parent Termination Fee and WPZ Expenses and except as expressly set forth in Section 7.5. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. occasion (c) If (i) this Agreement is terminated by Parent or provided that for the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any avoidance of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available fundsdoubt, the Parent Termination Fee as promptly as practicable (and, shall be paid in any event, within two (2) Business Days following such terminationmultiple installments in accordance with Section 7.6(a)). In no the event shall that Parent be required pays the WPZ Expenses pursuant to pay the this Section 7.6, then any Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated required to be paid by Parent or under this Section 7.6 shall be reduced by the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor amount of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company WPZ Expenses on more than one occasionpreviously paid.

Parent Termination Fee. (a) If this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 100,000,000 plus the Company Expenses (the “Parent Termination Fee”)) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal (other than a Permitted Parent Acquisition Proposal) shall have been publicly made to Parent or any of its Subsidiaries or shall have been made directly to Parent’s stockholders or otherwise communicated to the Parent Board and Parent's stockholders (whether or not conditional) (or any Person shall have publicly announced a bona fide written intention, whether or not conditional, to make a Parent Acquisition Proposal ( other than a Permitted Parent Acquisition Proposal)) and, in each case, not withdrawn, and (iii) within nine twelve (912) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty fifty percent (8050%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies), then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required a fee equal to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 10,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. Parent shall pay to the Company a termination fee (athe "Parent Termination Fee") If of $1,750,000 in immediately available funds in the event that this Agreement is terminated solely as follows: (xi) by the Company if Parent shall terminate pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval8.1(e), (ii) prior if the Company shall terminate pursuant to such termination referred Section 8.1(d); (iii) if the Company shall terminate pursuant to in clause Section 8.1(g) as a result of Parent's breach of Section 6.2(b), (iiv) of if (A) either party shall terminate this sentenceAgreement pursuant to Section 8.1(h)(ii) and, but at any time after the date of this AgreementAgreement and before the vote on this Agreement at the Parent Stockholders' Meeting, a bona fide Parent an Acquisition Proposal with respect to Parent shall have been publicly made announced and not bona fide withdrawn and (B) a Competing Transaction with respect to Parent is consummated or its stockholders and not publicly withdrawnParent enters into a definitive agreement with respect to a Competing Transaction, and in either case, within twelve months following the termination of this Agreement; or (iiiv) within nine if (9A) months either party shall terminate this Agreement pursuant to Section 8.1(b) and, at any time after the date of a termination in either this Agreement and before the Termination Date, an Acquisition Proposal with respect to Parent shall have been publicly announced and not bona fide withdrawn, (B) following the existence of the cases referred such Acquisition Proposal and prior to in clause (i) of this Section 7.6(b)any such termination, Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty intentionally breached (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (iinot cured after notice thereof) any of the shares of Parent Class B Common Stock subject its covenants or agreements set forth in this Agreement in any material respect, which breach shall have materially contributed to the failure of the Effective Time to occur on or before the Termination Date, and (C) a Competing Transaction with respect to Parent Proxies upon execution is consummated or Parent enters into a definitive agreement with respect to a Competing Transaction, in either case, within twelve months following the termination of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasionAgreement. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (ai) If Parent terminates this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal8.1(j), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) shall pay or concurrently with such termination in the case of clause (y), pay cause to be paid to the Company concurrently with, and as a fee condition to such termination, an amount in cash equal to $120,000,000 290,000,000 (the “Parent Termination Fee”). (ii) If the Company terminates this Agreement pursuant to Section 8.1(f), then Parent shall pay or cause to be paid to the Company, within three business days after such termination, the Parent Termination Fee. (iii) If (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(d) (solely in the event that the Parent Stockholder Approval has not been obtained), (B) a Parent Competing Proposal shall have been publicly disclosed prior to the date of such termination, and (C)(1) any Parent Qualifying Transaction is consummated within 12 months after such termination or (2) Parent enters into a definitive agreement providing for a Parent Qualifying Transaction within 12 months after such termination and such Parent Qualifying Transaction is consummated, then within one business day after the date any such Parent Qualifying Transaction is consummated, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (iv) If (A) the Company or Parent terminates this Agreement pursuant to Section 8.1(h), (B) a Parent Competing Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Parent Special Meeting, and (C)(1) any Parent Qualifying Transaction is consummated within 12 months after such termination or (2) Parent enters into a definitive agreement providing for a Parent Qualifying Transaction within 12 months after such termination and such Parent Qualifying Transaction is consummated, then within one business day after the date any such Parent Qualifying Transaction is consummated, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (v) In the event any amount is payable pursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company. In no event shall Parent be required obligated to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (ai) If Parent terminates this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal8.1(c), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) and Merger Sub shall pay or concurrently with such termination in the case of clause (y), pay cause to be paid to the Company a fee equal to of $120,000,000 14,340,000 in cash (the “Parent Termination Fee”) on the day such termination occurs and substantially concurrently with such termination. (ii) If the Company terminates this Agreement pursuant to (A) either of Sections 8.1c)(ii)(A) or 8.1(c)(ii)(B). , then Parent and Merger Sub shall pay or cause to be paid to the Company the Parent Termination Fee within two Business Days after such termination, or (B) Section 8.1(c)(ii)(C), then Parent and Merger Sub shall pay or cause to be paid to the Company the Parent Termination Fee within two Business Days after such termination (provided, however, that, in the case of a termination of this Agreement pursuant to Section 8.1(c)(ii)(C), all references to the “Parent Termination Fee” herein shall be deemed to be $9,560,000). (iii) In the event any amount is payable pursuant to this Section 8.2(c), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company. (iv) If, within 12 months after the valid termination of this Agreement in accordance with Section 8.1(c) and the subsequent payment of the Parent Termination Fee pursuant to this Section 8.2(c) in connection therewith, the Company enters into a definitive agreement providing for any Company Competing Proposal with an aggregate value equal to or greater than $239,000,000, then the Company shall, concurrently with the consummation of such Company Competing Proposal, pay to Parent an amount equal to the Parent Termination Fee (less the reasonable fees and expenses of the Company actually incurred and documented in connection with the negotiation of this Agreement and in furtherance of the consummation of the Transactions). (v) For the avoidance of doubt, in no event shall Parent or Merger Sub be required obligated to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (a) If In the event that this Agreement is terminated (x) by the Company Parent, pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal8.2(a), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in and as a condition to the case effectiveness of clause (y)the termination, pay the Company a termination fee equal to of $120,000,000 10,000,000 (the “Parent Termination Fee”). In no event shall Parent be required ) by wire transfer of same day funds to pay an account specified in writing by the Parent Termination Fee or the Company Expenses on more than one occasionCompany. (b) If In the event that (i) a Takeover Proposal shall have been made (and not subsequently withdrawn) to Parent or any of its Subsidiaries or any Person shall have publicly announced (and not subsequently withdrawn) a bona fide intention (whether or not conditional) to make a Takeover Proposal with respect to Parent or any of its Subsidiaries, (ii) thereafter this Agreement is terminated by Parent or the Company pursuant to (x) Section 7.2(a) (Termination Date8.1(c) or (y) Section 7.2(c8.2(b) if, at such time, the only condition or conditions set forth in Article 7 that have not been satisfied (other than those conditions by their nature are to be satisfied at Closing) are either or both of the failure to have received the Parent Stockholder Approval), (ii) prior Approval and the failure to such termination referred to in clause (i) of this sentence, but after close the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, Equity Offering and (iii) within nine (9) months after any such termination referred to in clause (ii) above, Parent enters into a definitive contract with respect to, or consummates the date transactions contemplated by, any Takeover Proposal (regardless of a whether such Takeover Proposal is (w) made before or after termination in either of this Agreement or (z) is the cases same Takeover Proposal referred to in clause (i) of this Section 7.6(babove), (iv) thereafter the transactions contemplated by such Takeover Proposal are consummated and (v) in the case of termination pursuant to Section 8.2(b) or Section 8.3(b), the Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummatedStockholder Approval shall not have been obtained, then Parent shall pay shall, on the Parent Termination Feedate of consummation of the transactions described in such Takeover Proposal, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, same day funds to an account specified in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred writing by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasionCompany.

Parent Termination Fee. (ai) If (A) the Company or Parent terminates this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation8.1(c) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal8.1(h), then (B) a Parent shallCompeting Proposal shall have been publicly disclosed and not publicly, irrevocably withdrawn prior to the date of the Parent Special Meeting, and (C)(1) any Parent Competing Proposal is consummated within two twelve (12) months of such termination or (2) Business Days after Parent enters into a definitive agreement providing for a Parent Competing Proposal within twelve (12) months of such termination in and such Parent Competing Proposal is consummated, within one (1) business day after the case of clause (x) or concurrently with date any such termination in the case of clause (y), Parent Competing Proposal is consummated Parent shall pay the Company a fee equal to of $120,000,000 1,175,000,000 in cash (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely Solely for purposes of this Section 7.6(b8.2(c)(i), the term “Parent Acquisition Competing Proposal” shall have the meaning assigned to such term in Section 5.2(d)9.5, except that the all references to “twenty (20%) or more” therein shall be deemed to be references to “eighty percent 50%”. (80%ii) If the Company terminates this Agreement pursuant to Section 8.1(e), within three (3) business days after such termination, Parent shall pay or cause to be paid to the Company the Parent Termination Fee. (iii) If either Parent or the Company terminates this Agreement pursuant to Section 8.1(h), within three (3) business days after such termination Parent shall pay or cause to be paid to the Company $335,000,000. To the extent a Parent Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(c)(iii) shall be credited against such obligation of Parent to pay the Parent Termination Fee. (iv) In the event any amount is payable pursuant to the preceding clauses (i), (ii) or more”(iii), such amount shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company. In For the avoidance of doubt, in no event shall Parent be required obligated to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (aA) If this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation10.01(d)(ii) or (y) by Parent pursuant to Section 7.4(c10.01(c)(i) (Parent Superior Proposalor 10.01(c)(iii), then the Company shall pay to Parent shall, within two (2) Business Days after a termination fee in immediately available funds in an amount corresponding to such termination in the case of clause as set forth below: (x) or concurrently with $3,828,088.57 for such termination in pursuant to Section 10.01(c)(i) (the case of clause “Section 6.04 Breach Fee”); or (y)) $3,588,833.03 for such termination pursuant to Section 10.01(c)(iii) or 10.01(d)(ii) (the “General Fee” and, pay together with the Company a fee equal to $120,000,000 (Section 6.04 Breach Fee, the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (bB) If (i) this Agreement is terminated by Parent or the Company or by Parent pursuant to Section 7.2(a10.01(b)(i) (Termination Date) as a result of the failure to satisfy the Minimum Condition or by Parent pursuant to Section 7.2(c) (Parent Stockholder Approval10.01(c)(ii), then the Company shall, within two Business Days after such termination, pay to Parent in immediately available funds the Expense Reimbursement; provided that if, (iix) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent an Acquisition Proposal shall have by a third party has been publicly made to Parent disclosed or its stockholders and not announced (or has otherwise become publicly withdrawn, known) and (iiiy) within nine (9) months after the date of a such termination in either of the cases referred to in clause (i) of this Section 7.6(b)Agreement the Company shall enter into a definitive agreement or consummate a transaction relating to any Acquisition Proposal, Parent consummates a Parent which need not have been the Acquisition Proposal that shall have been publicly disclosed or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummatedannounced or publicly made known prior to termination hereof, then Parent the Company shall pay to Parent the Parent Termination General Fee, less the Expense Reimbursement previously paid, immediately upon the date upon which the Company enters into any amount definitive agreement relating to the Acquisition Proposal (or, if there is no such agreement, upon consummation of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for Acquisition Proposal). For purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term as used in Section 5.2(dthis subclause (B), except that the references to “twenty (20%) % or more” in the definition of such term shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion50%”. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. If: (a) If (A)(x) this Agreement is terminated (x) by the Company pursuant to Section 7.3(a), and after the date hereof and prior to the breach giving rise to such right of termination, a Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise communicated to the Parent Board or any Person shall have publicly announced or otherwise communicated to the Parent Board an intention (whether or not conditional) to make such a Parent Acquisition Proposal (and such Parent Change in Recommendation) Acquisition Proposal has not been withdrawn prior to such breach), or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (7.2(c)(ii), and prior to the Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this AgreementMeeting, a bona fide Parent Acquisition Proposal has been publicly announced, publicly disclosed or otherwise publicly communicated to Parent’s stockholders, or any Person shall have been publicly made announced an intention (whether or not conditional) to make such a Parent or its stockholders and not publicly withdrawnAcquisition Proposal, and (iiiB) within nine (9) 12 months after the date of such termination, a termination transaction in either respect of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal is consummated or Parent enters into an a definitive agreement contemplating in respect of a Parent Acquisition Proposal which that is subsequently later consummated; provided that, then for all purposes of this Section 7.5(c)(i), all percentages included in the definition of “Parent Acquisition Proposal” increased to 50%; (b) this Agreement is terminated by the Company pursuant to Section 7.3(c); or (c) this Agreement is terminated by Parent pursuant to Section 7.4(b); then, in any such event, Parent shall pay to the Company the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided it being understood that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any . Payment of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent Termination Fee shall pay to the Company, be made by wire transfer of immediately available fundssame day funds to the account or accounts designated by the Company (A) at the time of consummation of any transaction contemplated by a Parent Acquisition Proposal, in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(i), (B) as promptly as reasonably practicable after termination (and, in any event, within two business days thereof), in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(ii), and (2C) Business Days following such at the time of termination, in the case of a Parent Termination Fee payable pursuant to Section 7.5(c)(iii). In no Other than with respect to fraud or Willful Breach, in the event shall Parent be required to pay that the Parent Termination Fee or becomes payable, then payment to the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at Termination Fee shall be the Parent Stockholders MeetingCompany’s sole and exclusive remedy as liquidated damages for any and all losses or damages of any nature against Parent, then Parent shall pay all its Subsidiaries and each of their respective former, current and future directors, officers, employees, agents, general and limited partners, managers, members, stockholders, Affiliates and assignees and each former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the reasonable and documented out-of-pocket expenses incurred by foregoing (collectively, the Company “Parent Parties”) in respect of this Agreement, any agreement executed in connection with this Agreement herewith, and the transactions contemplated by hereby and thereby, including for any loss or damage suffered as a result of the termination of this Agreement, in an amount not the failure of the Mergers to exceed $5,000,000 be consummated or for a breach or failure to perform hereunder (the “Company Expenses”whether intentionally, unintentionally or otherwise) as promptly as practicable (andor otherwise, in any event, within two (2) Business Days following and upon payment of such termination). In no event shall Parent be required to pay the Parent Termination Fee Fee, no Parent Party shall have any further liability or obligation relating to or arising out of this Agreement or the Company Expenses on more than one occasiontransactions contemplated hereby and thereby.

Parent Termination Fee. (a) If this Agreement is terminated (x) by the Company pursuant to Section 7.3(a) (Parent Change in Recommendation) or (y) by Parent pursuant to Section 7.4(c) (Parent Superior Proposal), then Parent shall, within two (2) Business Days after such termination in the case of clause (x) or concurrently with such termination in the case of clause (y), pay the Company a fee equal to $120,000,000 (the “Parent Termination Fee”). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have has been publicly made or publicly disclosed to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) 12 months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, Fee concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d5.3(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty fifty percent (8050%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

Parent Termination Fee. (a) If In the event this Agreement is terminated (xi) by the Company WPZ pursuant to Section 7.3(a) (Parent Change in RecommendationAdverse Recommendation Change) or (yii) by WPZ or Parent pursuant to Section 7.4(c7.2(c) (Parent Superior Stockholder Approval), and in the case of each of clause (i) and (ii) where prior to such termination a Parent Adverse Recommendation Change has occurred in connection with a Parent Designated Proposal), then Parent shallshall pay to WPZ, within two (2) Business Days after such termination in the case date of clause (x) or concurrently with such termination in the case of clause (y)termination, pay the Company a fee equal to $120,000,000 410,000,000.00 (the “Parent Termination Fee”). (b) In lieu of any direct payment of the Parent Termination Fee to WPZ by Parent, the WPZ General Partner shall, within two (2) business days after the date of termination of this Agreement, execute an amendment to the WPZ Partnership Agreement in the form attached to Schedule 7.6 hereto (the “IDR Waiver”), and Parent hereby does consent to such action. (c) The parties acknowledge that the provisions of this Section 7.6 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, none of the parties would enter into this Agreement. In The parties agree that in the event that Parent pays the Parent Termination Fee to WPZ through WPZ General Partner’s execution of the IDR Waiver, Parent shall have no further liability to WPZ or WPZ General Partner of any kind in respect of this Agreement and the transactions contemplated by this Agreement, and that in no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(a) (Termination Date) or Section 7.2(c) (Parent Stockholder Approval), (ii) prior to such termination referred to in clause (i) of this sentence, but after the date of this Agreement, a bona fide Parent Acquisition Proposal shall have been publicly made to Parent or its stockholders and not publicly withdrawn, and (iii) within nine (9) months after the date of a termination in either of the cases referred to in clause (i) of this Section 7.6(b), Parent consummates a Parent Acquisition Proposal or enters into an agreement contemplating a Parent Acquisition Proposal which is subsequently consummated, then Parent shall pay the Parent Termination Fee, less any amount of Company Expenses previously paid by Parent, concurrently with such consummation; provided that solely for purposes of this Section 7.6(b), the term “Parent Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2(d), except that the references to “twenty (20%) or more” shall be deemed to be references to “eighty percent (80%) or more”. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (c) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and (ii) any of the shares of Parent Class B Common Stock subject to the Parent Proxies upon execution of this Agreement (“Subject Parent Shares”) are not voted at the Parent Stockholders Meeting to approve the Parent Share Issuance or otherwise not voted in accordance with the Parent Proxies, then Parent shall pay to the Company, by wire transfer of immediately available funds, the Parent Termination Fee as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 7.2(c) (Parent Stockholder Approval) and the Subject Parent Shares were voted in favor of the Parent Share Issuance at the Parent Stockholders Meeting, then Parent shall pay all of the reasonable and documented out-of-pocket expenses incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement, in an amount not to exceed $5,000,000 (the “Company Expenses”) as promptly as practicable (and, in any event, within two (2) Business Days following such termination). In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.